UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from_____________ to _____________
Commission
file number:
(Exact name of registrant as specified in its charter)
| 2834 | ||||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTCQB |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller Reporting Company | ||
| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The amount of registered shares of the registrant’s Common Stock as of August 8, 2025, was .
BIOXYTRAN, INC.
FORM 10-Q
TABLE OF CONTENTS
Except as otherwise required by the context, all references in this report to “we”, “us”, “our” or “Company” refer to the consolidated operations of BIOXYTRAN, Inc.
| i |
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements: BIOXYTRAN, Inc., June 30, 2025
BIOXYTRAN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2025, (UNAUTITED) AND DECEMBER 31, 2024
| June 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Total current assets | ||||||||
| Intangibles, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses affiliates | ||||||||
| Un-issued shares liability | ||||||||
| Un-issued shares liability affiliates | ||||||||
| Loan from affiliates | ||||||||
| Other short-term loans | ||||||||
| Convertible notes payable, net of premium and discount | ||||||||
| Derivative liability | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock, $ par value; shares authorized, and and issued and outstanding as at June 30, 2025, and as at December 31, 2024, respectively | ||||||||
| Common stock, $ par value; shares authorized; and issued and outstanding as at June 30, 2025, and December 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total stockholders’ deficit | ( |
) | ( |
) | ||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See the accompanying notes to these unaudited condensed consolidated financial statements
| 1 |
BIOXYTRAN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025, AND 2024
(UNAUDITED)
| Three months ended | Six months ended | |||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | $ | |
$ | $ | |
$ | |
|||||||||
| General and administrative | |
|
|
|
||||||||||||
| General and administrative affiliates | |
|
|
|
||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other expenses: | ||||||||||||||||
| Gain/Loss of issuance | ||||||||||||||||
| Change in fair value (“FV”) of derivative | ( |
) | ||||||||||||||
| Interest expense | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Interest expense affiliates | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Amortization of IP | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Debt discount amortization and issuance of warrants | ( |
) | ( |
) | ||||||||||||
| Total other income (expenses) | ( |
) | ( |
) | ||||||||||||
| Net loss before provision for income taxes | ( |
) | ( |
) | ( |
) | ||||||||||
| Provision for income taxes | ||||||||||||||||
| NET LOSS | ( |
) | ( |
) | ( |
) | ||||||||||
| Net loss attributable to the non-controlling interest | ||||||||||||||||
| NET LOSS ATTRIBUTABLE TO BIOXYTRAN | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
| Earnings per Common share, basic and diluted | $ | $ | ) | $ | ) | $ | ) | |||||||||
| Weighted average number of Common shares out-standing, basic and diluted | ||||||||||||||||
See the accompanying notes to these unaudited condensed consolidated financial statements
| 2 |
BIOXYTRAN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND 2024
(UNAUDITED)
| Common Stock | Preferred Stock | Additional Paid in |
Shares sold not | Accumulated | Non-controlling | Total Share-holder Equity | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | issued | Deficit | interest | (Deficit) | ||||||||||||||||||||||||||||
| Balance 1/1/2024 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||
| Shares issued for earlier recorded subscriptions | ( |
) | ||||||||||||||||||||||||||||||||||
| Shares issued under the 2021 Plan affiliates | ||||||||||||||||||||||||||||||||||||
| Shares issued under the 2021 Plan | ||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of accounts payable affiliates | ||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of accounts payable | ||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of notes payable and interest | ||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of warrants | ( |
) | ||||||||||||||||||||||||||||||||||
| Net loss attributable to non-controlling interest | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| Net loss | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| Balance 3/31/2024 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||
| Shares issued in cash investment | ||||||||||||||||||||||||||||||||||||
| Shares issued under the 2021 Plan affiliates | ||||||||||||||||||||||||||||||||||||
| Shares issued under the 2021 Plan | ||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of accounts payable | ||||||||||||||||||||||||||||||||||||
| Shares issued for conversion of notes payable and interest | ||||||||||||||||||||||||||||||||||||
| Net loss | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| Balance 6/30/2024 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
| Balance 1/1/2025 | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||||||||||||||||
| Shares issued under the 2021 Plan affiliates | — | |||||||||||||||||||||||||||||||||||
| Shares issued under the 2021 Plan | — | |||||||||||||||||||||||||||||||||||
| Stock class conversion | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Prior year accrued payroll forfeiture by Mgmnt * | ||||||||||||||||||||||||||||||||||||
| Net loss | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| Balance 3/31/2025 | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||||||||||||||||
| Shares issued under the 2021 Plan affiliates | ||||||||||||||||||||||||||||||||||||
| Shares issued under the 2021 Plan | ||||||||||||||||||||||||||||||||||||
| Net loss | ||||||||||||||||||||||||||||||||||||
| Balance 6/30/2025 | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||||||||||||||||
| * |
See the accompanying notes to these unaudited condensed consolidated financial statements
| 3 |
BIOXYTRAN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND 2024
(UNAUDITED)
| Six Months Ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Debt discount amortization, incl. issuance of warrants | ||||||||
| Amortization of IP | ||||||||
| Stock-based compensation | ||||||||
| Stock-based compensation affiliates | ||||||||
| Interest paid for note conversion | ||||||||
| Change in FV of Derivative | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Shares due for debt conversion | |
( |
) | |||||
| Shares due for debt conversion affiliates | ( |
) | ||||||
| Accounts payable and accrued expenses | |
|||||||
| Accounts payable and accrued expenses affiliates | ( |
) | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Investment in intangibles | ( |
) | ( |
) | ||||
| Net cash used in investing activities | ( |
) | ( |
) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from stock sales | ||||||||
| Proceeds from issuance of convertible notes payable | ||||||||
| Short-term loans | ||||||||
| Short-term loans from affiliates | ||||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash | ( |
) | ( |
) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | ||||||||
| NON-CASH INVESTING & FINANCING ACTIVITIES | ||||||||
| Debt discount on convertible note | ||||||||
| Common shares issued for the conversion of principal and accrued interest | ||||||||
| Issuance of shares classified as unissued in prior quarters, affiliates | ||||||||
| Issuance of shares classified as unissued in prior quarters | ||||||||
| Debt conversion affiliates | ||||||||
| Debt conversion | ||||||||
| Payroll forgiveness affiliates | ||||||||
| Gain/Loss of issuance | $ | $ | ||||||
See the accompanying notes to these unaudited condensed consolidated financial statements
| 4 |
BIOXYTRAN, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025, AND 2024
(UNAUDITED)
NOTE 1 – BACKGROUND AND ORGANIZATION
Business Operations
Bioxytran, Inc. (the “Company”) is a clinical stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address hypoxia (a lack of oxygen to tissues) in humans in a safe and efficient manner.
Pharmalectin, Inc. (the “Pharmalectin” is a subsidiary focused on the development, manufacture and commercialization of therapeutic drugs designed to address conditions related to viral diseases.
NDPD Pharma, Inc. (“NDPD”) is a subsidiary focused on prototyping and development of specialized equipment for pharmaceutical manufacturing, and in the development of carbohydrate molecules deriving from partially hydrolyzed guar gum (“PHGG”).
Pharmalectin (BVI), Inc. (the “Pharmalectin BVI”) is a subsidiary serving as custodian of the Company’s Copyrights, Trademarks and Patents.
Pharmalectin India Pvt Ltd. (“Pharmalectin India”) is a subsidiary managing the Company’s local clinical research and trials, and holds the local rights to commercialization.
Organization
Bioxytran, Inc. was organized on October 5, 2017, as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with authorized Common shares with a par value of $, and Preferred shares with a par value of $. On September 21, 2018, the Company underwent a reorganization in the form of a reverse merger and is currently registered as a Nevada corporation with a taxing structure for U.S. federal and state income tax as a C-Corporation with authorized Common shares with a par value of $, and Preferred shares with a par value of $. Our Convertible Preferred Stock has a par value of $ per share. The Preferred shares can at any time be converted into shares of Common Stock at a 1:5 basis, and carry a voting-power of ten (10) Common shares for each Preferred share.
Pharmalectin was organized on October 5, 2017, as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with authorized Common shares with a par value of $, and Preferred shares with a par value of $. The Subsidiary was founded under the name of Bioxytran “Bioxytran (DE)”. On April 29, 2021, the name was changed to Pharmalectin, Inc. On August 19, 2024, the Company acquired the minority interest of Pharmalectin from affiliates of the Company. There are currently shares of Common Stock issued and outstanding.
NDPD
Pharma was organized on October 5, 2017, as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as
a C-Corporation with authorized shares of Common Stock with a par value of $, and shares of Preferred Stock
with a par value of $. On October 25, 2024, the Company acquired
Pharmalectin BVI was organized on March 17, 2022, as a British Virgin Islands (BVI) Business Corporation with a BVI corporate taxing structure with authorized shares with a par value of $. There are currently outstanding shares held by the Company.
Pharmalectin India was organized on August 30, 2022, as an Indian Business Corporation with an India corporate taxing structure with authorized shares with a par value of Rupees. There are currently outstanding shares, whereof (%) are held by the Company.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements.
| 5 |
While the information presented in the accompanying financial statements is unaudited, it includes all adjustments which are, in the opinion of the management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the U.S. GAAP. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and prepared in accordance with U.S. GAAP. These financial statements should be read in conjunction with the Company’s December 31, 2024, audited financial statements and notes.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Bioxytran, Inc., a Nevada corporation, and its wholly owned subsidiaries (collectively, the “Company”): Pharmalectin, Inc. of Delaware, Pharmalectin (BVI), Inc of British Virgin Islands and Pharmalectin India Pvt Ltd and as from October 25, 2024, NDPD Pharma, Inc. All intercompany accounts have been eliminated upon consolidation.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.
Cash
For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into Common Stock using the “treasury stock” and/or “if converted” methods as applicable.
At
June 30, 2025, we would be obligated to issue
The Company measures the cost of services received from employees and non-employees in exchange for an award of equity instruments based on the fair value of the award on the grant date, defined as the bid price at the market closing on the prior day, pursuant ASC 718. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash.
Income Taxes
The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties related to income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense for the six months ended June 30, 2025, and 2024.
| 6 |
Research and Development
The
Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and
Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred.
Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed
when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored
research and development costs related to both present and future products are expensed in the period incurred. During the six months
ended June 30, 2025 the Company incurred $
Intangibles – Goodwill and Other
Valuation of intangibles are in accordance with ASC 350. Costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at award date, which varies depending on the pendency period of the application, generally approximating seventeen years. Capitalized patent costs, also referred to as patent prosecution costs, include internal legal labor, professional legal fees, government filing fees and translation fees related to expanding the Company’s patent portfolio. Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent.
Accrued Expenses
As part of the process of preparing our consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S.
Reclassification
Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on previously reported income or equity.
Convertible Debt
The Company accounts for convertible debt that does not meet the criteria for equity treatment in accordance with the guidance contained in ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Accordingly, the Company elected to classify the convertible debt as a liability at amortized cost using the effective interest method. The Company classifies convertible debt based on the re-payment terms and conditions. Any discounts on the convertible debt and costs incurred upon issuance of the convertible debt are amortized to interest expense over the terms of the related convertible debt. Convertible debt is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible debt and separate accounting treatment. Refer to Note 9 for information regarding convertible debt.
Embedded Derivatives
The Company accounts for embedded derivatives in accordance with ASC 815-15, which requires separation of certain derivative-like features embedded in host contracts (such as convertible debt) when:
| ● | The economic characteristics of the embedded feature are not clearly and closely related to the host contract; and | |
| ● | The hybrid instrument is not already measured at fair value. |
| 7 |
The Company uses this method for calculations of Convertible debt with price-adjusted conversion features (e.g., reset provisions based on stock price declines) are bifurcated and measured at fair value through earnings, by applying a 100-step binomial lattice model incorporating stock price volatility, risk-free rates, and contractual adjustment terms.
Changes in fair value of bifurcated derivatives are recognized in earnings each reporting period.
Warrants
The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815-40 (“ASC 815”), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date.
The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end.
Fair Value
Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.
The valuation of shares issued under an exemption from registration, such as under Rule 3(a)(9) of the Securities Act, typically relates to ASC 820 (Fair Value Measurement) under U.S. Generally Accepted Accounting Principles (GAAP). This accounting standard provides guidance on how to measure fair value when required for financial reporting purposes. Among other notable considerations the Company highlights;
When valuing shares in an exchange under Rule 3(a)(9), the conversion terms and the value of the securities being exchanged (debt, other equity, etc.) must be considered. If the company is offering a premium or discount as part of the exchange, this would impact the fair value measurement;
Based on Empirical Evidence and Studies, for restricted stock in public companies, the liquidity discount averages around 20%–30%, based on, but not limited to, the following data;
| ● | Liquidity of the Security: | ||
| - | If the company has low trading volumes and investors may find it difficult to sell shares, the discount could be on the higher end of the range (e.g., 30%–40%). | ||
| - | Conversely, for OTC companies with higher trading volumes, the discount might be lower (e.g., 10%–20%). | ||
| ● | Holding Period: | ||
| - | The longer the restriction period on the newly issued shares, the higher the discount. If the shares are subject to extended holding periods, investors will require greater compensation for their inability to sell the shares in the short term. | ||
| - | For example, shares that are restricted for six months under SEC Rule 144 could see a 20%–30% discount. If the holding period extends beyond that or other limitations apply, the discount might increase. | ||
| 8 |
| ● | Company Fundamentals and Risk | ||
| - | Investors consider the financial health, stability, and growth prospects of the issuing company. A riskier OTC company with volatile financials or uncertain growth prospects might see a larger liquidity discount (e.g., closer to 40%). | ||
| - | Companies with strong fundamentals might experience a lower discount (e.g., 10%–20%), even in the OTC market. | ||
In
accordance with the guidance of ASC 820 concerning for Lack of Registration Premium, shares that are restricted for six months under
SEC Rule 144 generally see a 20%–30% discount on market price. The Company has opted for a
In contrary, shares issued under the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities Act where ASC 718 (Compensation—Stock Compensation), are valued at market price at the grant date, based on the limited number of shares awarded, and its predictable repetitiveness. Under ASC 718, the grant date is typically the measurement date for share-based compensation, the Company has interpreted this as the closing bid price on the market on the day preceding the grant, or award. This is the date when both parties (employer and employee) have a mutual understanding of the terms of the award, and it is used to determine the fair value of the stock-based award for accounting purposes. The fair value measured at the grant date is not adjusted for subsequent changes in stock price.
Further, for derivatives under ASC 815, fair value is critical because these financial instruments (e.g., convertible note with a variable conversion rate) must be recorded at fair value on the balance sheet, with changes typically flowing through earnings. For the calculation of the derivative debt, the Company is using the Binomial Option Pricing model by Cox, Ross and Rubinstein.
Business Combinations
The Company applies ASC 805, “Business Combinations”. ASC 805 requires recognition of assets acquired, liabilities assumed, and non-controlling interest in the acquired entity at the acquisition date, measured at their fair values as of that date. This ASC also requires the fair value of acquired in-process research and development (“IPR&D”) to be recorded as intangibles with indefinite lives, contingent consideration to be recorded on the acquisition date, and restructuring and acquisition-related deal costs to be expensed as incurred. Any excess of the fair value of net assets acquired over purchase price and any subsequent changes in estimated contingencies are to be recorded in earnings. In addition, changes in valuation allowance related to acquired deferred tax assets and in acquired income tax position are to be recognized in earnings. Further, ASC 805-50 addresses specific issues related to transactions involving entities under common control and acquisitions of assets rather than businesses. Common Control Transactions – Deals between entities under the same parent or controlling party are accounted for differently (e.g., book-value transfers) rather than fair value, as they are not considered arm’s-length.
Recent Accounting Pronouncements
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.
NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
As
at June 30, 2025, the Company had cash of $
During
the six months ended June 30, 2025, the Company raised a net of $
The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.
Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.
| 9 |
NOTE 4: SINGLE SEGMENT DISCLOSURE
For the six months ended June 30, 2025
In accordance with Accounting Standards Codification ASC 218, Segment Reporting, the Company has determined that it operates as a single operating segment. The Company’s Chief Operating Decision Maker (“CODM”), which is its Chief Executive Officer, reviews the Company’s financial performance and allocates resources on a consolidated basis. The Company’s operations focus solely on pharmaceutical research and development activities, and it does not manage the business using multiple segments or by product lines.
| i. | Revenue and Geographic Information: As of June 30, 2025, the Company has not yet generated significant revenues from its pharmaceutical products as it remains in the research and development phase. Consequently, there is no dis-aggregation of revenue by geographic area or product line. |
| ii. | Major Customers and Concentration of Risk: Since the Company is in the development phase and has not generated revenue from product sales, there are no major customers to report. The Company is reliant on funding through private placements, equity offerings, and other financial arrangements to sustain its research and development efforts. |
| iii. | Long-lived Assets by Geographic Region: The Company’s tangible and intangible assets, including intellectual property and research-related equipment, are located within the United States and BVI. However, these assets do not represent a significant portion of the Company’s total assets. |
Conclusion: The Company has concluded that it qualifies as a single reportable segment under ASC 218 based on the nature of its operations, the way it is managed, and the financial information reviewed by the CODM. As such, no additional segment disclosures are required in the consolidated financial statements.
NOTE 5 - AFFILIATES TRANSACTIONS
The
Company holds a License Agreement (the “License” or “Agreement”) for a medical device (license obtained in 2019)
with an affiliated company of which the Company’s officers hold a majority interest. The device was developed prior to the establishment
of Bioxytran. A yearly maintenance cost for the license amounts to $
The
Company had at June 30, 2025, loan agreements calling for an
NOTE 6 - INTANGIBLES
Intangible
assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable.
Amortization of capitalized patent costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at the award date, which varies depending on the pendency period of the application, generally approximating twenty years.
| Estimated Remaining Life (years) | June 30, 2025 | December 31, 2024 | |||||||||
| Capitalized patent costs | $ | $ | |||||||||
| Accumulated amortization | ( |
) | ( |
) | |||||||
| Intangible assets, net | $ | $ | |||||||||
NOTE 7 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
At
June 30, 2025, there was no amount due in accounts payable to affiliates. In the first six months of 2025, management has forfeited
$
| 10 |
The following table represents the major components of accounts payables and accrued expenses and other current liabilities at June 30, 2025, and December 31, 2024:
| June 30, 2025 | December 31, 2024 | |||||||
| Accounts payable affiliates (1) | $ | $ | ||||||
| Professional fees | ||||||||
| Interest | ||||||||
| Interest affiliates (3) | ||||||||
| Payroll taxes | ||||||||
| Pension/401K | ||||||||
| Other accounts payable | ||||||||
| Un-issued shares affiliates (2) | ||||||||
| Un-issued shares | ||||||||
| Loan from affiliates (3) | ||||||||
| Short term loan | ||||||||
| Convertible note payable | ||||||||
| Derivative liability | ||||||||
| Total current liabilities | $ | $ | ||||||
| (1) | |
| (2) | |
| (3) |
NOTE 8 – CONVERTIBLE NOTES PAYABLE
Private Placement, 2021 Notes currently outstanding
Around
May 3, 2021, we entered into four (4) Securities Purchase Agreements (the “2021 SPAs”), under which we agreed to sell convertible
promissory notes (the “2021 Notes”), in an aggregate principal amount of $
At
any time after the issue date of the Notes, the Holders of the Notes, (the “2021 Holders”), have the option to convert all
or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 2021 Notes into shares of our Common
Stock at the Conversion Price.
If the 2021 Notes are converted prior to us paying off such note, it would lead to substantial dilution to our shareholders as a result of the conversion discounted applicable to the 2021 Notes. There can be no assurance that there will be any funds available to pay of the 2021 Notes. If we fail to obtain such additional financing on a timely basis, the 2021 Holders may convert the 2021 Notes and sell the underlying shares, which may result in significant dilution to shareholders due to the conversion discount, as well as a significant decrease in our stock price.
On
May 5, 2023, three (3) of the 2021 Notes were re-negotiated; the interest was set to
At June 30, 2025, and December 31, 2024, the outstanding convertible notes were as follows:
| Notes | Principal due | Accrued interest | Total amount due | |||||||||||
| December 31, 2024 | ||||||||||||||
| Notes sold in exchange for cash | * | (1,2) | $ | $ | $ | |||||||||
| June 30, 2025 | ||||||||||||||
| Notes sold in exchange for cash | * | (1) | $ | $ | $ | |||||||||
| (1) | |
| (2) | |
| * |
| 11 |
NOTE 9 – CONVERTIBLE NOTE AND EMBEDDED DERIVATIVE
Convertible Note Terms
The Company has outstanding convertible debt with the following key terms:
| ● | Principal Amount: $ | |
| ● | Conversion Price: $ | |
| ● | Maturity Date: | |
| ● | Current Market Price of Common Stock: $ | |
| ● | Price Adjustment Feature:
If the market price at conversion is below |
Embedded Derivative Classification
The price adjustment feature meets the criteria for bifurcation as an embedded derivative under ASC 815-15-25-1 because:
| ● | It is not clearly and closely related to the host debt instrument. | |
| ● | The | |
| ● | It is required to be separately accounted for at fair value with changes recorded in earnings. |
Valuation Technique
The company has used a 100-step binomial lattice model for its valuations. The binomial model captures:
| ● | Path dependency of the adjustment feature. | |
| ● | Optimal conversion behavior (American-style exercise). | |
| ● | Probability-weighted payoffs under risk-neutral valuation. |
Fair Value Measurement of Embedded Derivative
The
derivative liability was at June 30, 2025, valued at $
| Parameter | June 30, 2025 | December 31, 2024 | Source/Methodology | |||||||
| Current Stock Price | $ | $ | Observable market price | |||||||
| Conversion Price | $ | $ | Contractual terms | |||||||
| Volatility | % | % | Historical volatility of comparable companies | |||||||
| Risk-Free Rate | % | % | 1.5-month (6-month)* U.S. Treasury yield | |||||||
| Time to Maturity | default | years | 1.5 months (7 months)* | |||||||
| Adjustment Multiplier | % | % | Contractual terms | |||||||
| * |
For
the three months ended June 30, 2025, the estimated change in fair value reduced the derivative liability by ($
Sensitivity and Risks
| ● | ||
| ● | ||
| ● |
| 12 |
NOTE 10 – STOCKHOLDERS’ EQUITY
The Company is authorized to issue shares of Common Stock, and shares of Preferred Stock.
Issuances in the period January 1 and June 30, 2025
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 1/01/2025 | $ | $ | ||||||||||||||||
| 1/10/2025 | h | ( |
) | ( |
) | Stock conversion | affiliates | |||||||||||
| 3/31/2025 | Payroll forfeiture* | affiliates | ||||||||||||||||
| See Note 11 | d | 2021 Stock Plan | affiliates | |||||||||||||||
| 6/30/2025 | $ | $ | ||||||||||||||||
| * | The transaction originating from the Company’s Officers forfeiting payroll of $ |
Common stock
Number of shares of Common Stock issued and outstanding during the reporting period(s):
Issuances in the period January 1 and June 30, 2024
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 1/01/2024 | $ | $ | ||||||||||||||||
| 1/17/2024 | a | ( |
) | subscription | ||||||||||||||
| 1/17/2024 | a | private placement | ||||||||||||||||
| 1/18/2024 | c | debt conversion | ||||||||||||||||
| 1/18/2024 | c | debt conversion | affiliates | |||||||||||||||
| 1/22/2024 | c | exercise of warrant | cashless | |||||||||||||||
| 1/22/2024 | b | convertible note | ||||||||||||||||
| 3/20/2024 | b | convertible note | ||||||||||||||||
| 3/27/2024 | c | debt conversion | ||||||||||||||||
| 4/04/2024 | c | debt conversion | ||||||||||||||||
| 4/15/2024 | c | convertible note | ||||||||||||||||
| 4/15/2024 | a | private placement | ||||||||||||||||
| 4/19/2024 | c | debt conversion | ||||||||||||||||
| 4/22/2024 | a | private placement | ||||||||||||||||
| 5/16/2024 | b | convertible note | ||||||||||||||||
| 5/20/2024 | c | debt conversion | ||||||||||||||||
| 6/27/2024 | a | private placement | ||||||||||||||||
| see Note 11 | d | 2021 Stock Plan | affiliates | |||||||||||||||
| see Note 11 | d | 2021 Stock Plan | ||||||||||||||||
| 6/30/2024 | $ | $ | ||||||||||||||||
Issuances in the period January 1 and June 30, 2025
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 1/01/2025 | $ | $ | ||||||||||||||||
| 1/10/2025 | d | Stock conversion | ||||||||||||||||
| see Note 11 | d | 2021 Stock Plan | ||||||||||||||||
| 6/30/2025 | $ | $ | ||||||||||||||||
| a | |
| b | |
| c | |
| d | |
| e | The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption in section 12(a) of the Securities Act. |
| f | The shares were issued after the Company filed a registration statement with the SEC, on Form S-1 |
| g | The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption under Rule 145 of the Securities Act. |
| h | The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption under Rule 144 of the Securities Act. |
| 13 |
Common Stock Warrants
| June 30, 2025 | December 31, 2024 | |||||||
| Risk-free interest rate | – | % | – | % | ||||
| Expected dividend yield | % | % | ||||||
| Volatility factor (monthly) | % | % | ||||||
| Expected life of warrant | years | years | ||||||
For the six months ended June 30, 2025, and 2024, the Company did not award any warrants.
The following table summarizes the Company’s Common Stock warrant activity for the six months ended June 30, 2025, and 2024:
| Number
of Warrants |
Weighted
Average Exercise Price |
Weighted Average Remaining Expected Term | ||||||||||
| Outstanding as at January 1, 2024 | $ | |||||||||||
| Granted | — | |||||||||||
| Exercised | — | |||||||||||
| Forfeited/Cancelled | — | |||||||||||
| Outstanding as at June 30, 2024 | $ | |||||||||||
| Outstanding as at January 1, 2025 | $ | |||||||||||
| Granted | — | |||||||||||
| Exercised | — | |||||||||||
| Forfeited/Cancelled | — | |||||||||||
| Outstanding as at June 30, 2025 | $ | |||||||||||
The following table summarizes information about stock warrants that are vested or expected to vest at June 30, 2025, with a market price of $ at June 30, 2025:
| Warrants Outstanding and Exercisable | ||||||||||||||||||
| Exercise Price | Number of Warrants | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||||||
| $ | $ | $ | ||||||||||||||||
| $ | $ | $ | ||||||||||||||||
The weighted-average remaining contractual life for warrants exercisable at June 30, 2025, is years. The aggregate intrinsic value for fully vested, exercisable warrants was $ at June 30, 2025.
On
January 15, 2021, the Company adopted a stock option plan entitled “The 2021 Employee, Director and Consultant Stock Plan”
(the “2021 Plan”) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights
up to
Under the terms of the 2021 Plan, the Board of Directors shall specify the exercise price and vesting period of each stock option on the grant date. Vesting of the options is typically immediate and the options typically expire in five years. Stock Awards, which are fully and immediately vested upon issuance, may be directly issued under the Plan (without any intervening options).
| 14 |
Shares Awarded and Issued 2021 Plan:
As
at June 30, 2025, there were shares issued valued at a fair historic market value of $
| Issuances under the 2021 Stock Plan in the period January 1 and June 30, 2024 | ||||||||||||||||||
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 1/01/2024 | $ | $ | ||||||||||||||||
| 3/22/2024 | stipend | affiliates | ||||||||||||||||
| 3/22/2024 | stipend | |||||||||||||||||
| 3/22/2024 | bonus | affiliates | ||||||||||||||||
| 3/22/2024 | bonus | |||||||||||||||||
| 4/19/2024 | stipend | affiliates | ||||||||||||||||
| 4/19/2024 | stipend | |||||||||||||||||
| 6/30/2024 | $ | $ | ||||||||||||||||
| Issuances under the 2021 Stock Plan in the period January 1 and June 30, 2025 | ||||||||||||||||||
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 1/01/2025 | $ | $ | ||||||||||||||||
| 1/06/2025 | * | stipend | affiliates | |||||||||||||||
| 1/06/2025 | stipend | |||||||||||||||||
| 1/06/2025 | * | bonus | affiliates | |||||||||||||||
| 1/06/2025 | bonus | |||||||||||||||||
| 5/12/2025 | * | stipend | affiliates | |||||||||||||||
| 5/12/2025 | stipend | |||||||||||||||||
| 6/30/2025 | $ | $ | ||||||||||||||||
| * | |
| ● | The Company claims an exemption from the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities Act. |
Shares awarded, but not yet issued, under the 2021 Stock Plan for the period ended June 30, 2025:
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 6/30/2025 | * | $ | $ | stipend | affiliates | |||||||||||||
| 6/30/2025 | stipend | |||||||||||||||||
| 6/30/2025 | $ | $ | ||||||||||||||||
For the six months ended June 30, 2025, the Company recorded stock-based compensation expense of $ (whereof $ to affiliates) in connection with share-based payment awards. For the six months ended June 30, 2024, the Company recorded stock-based compensation expense of $ (whereof $ to affiliates) in connection with share-based payment awards.
Stock options granted and vested 2021 Plan:
For the six months ended June 30, 2025, there were options awarded under the 2021 Stock Plan. For the six months ended June 30, 2024, there were options awarded under the 2021 Stock Plan. However, options were forfeited.
| 15 |
| Number of Options | Exercise Price per Share | Weighted Average Exercise Price per Share | ||||||||||
| Outstanding as of January 1, 2024 | $ | – | $ | |||||||||
| Granted | — | |||||||||||
| Exercised | — | |||||||||||
| Options forfeited/cancelled | ( |
) | ||||||||||
| Outstanding as of June 30, 2024 | $ | – | $ | |||||||||
| Outstanding as of January 1, 2025 | $ | $ | ||||||||||
| Granted | — | |||||||||||
| Exercised | — | |||||||||||
| Options forfeited/cancelled | ||||||||||||
| Outstanding as of June 30, 2025 | $ | $ | ||||||||||
At June 30, 2025, there are stock options outstanding.
As at June 30, 2025, the Company has options or stock awards available for grant under the 2021 Plan.
NOTE 12 – NON-CONTROLLING INTEREST
| June 30, 2025 | June 30, 2024 | |||||||
| Net loss Subsidiary | $ | $ | ( |
) | ||||
| Net loss attributable to the non-controlling interest | ||||||||
| Net loss affecting Bioxytran | ( |
) | ||||||
| Accumulated deficit | ( |
) | ||||||
| Accumulated deficit attributable to the non-controlling interest | ||||||||
| Accumulated deficit affecting Bioxytran | ( |
) | ||||||
| Net equity non-controlling interest | $ | $ | ( |
) | ||||
On
August 19, 2024, the minority affiliates shareholder, the beneficial ownership of which includes the Company’s officers, exercised
a warrant allowing it to exchange its
NOTE 13 – COMMITMENTS AND CONTINGENCIES
Employment contracts
Our Executive Officers have entered into employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The most substantial provisions include;
| ● | Compensation of three (3) times the employee’s annual salary upon the Termination Date and any target bonus earned, or if termination occurs within 12 months of a change in control, then the terminated employee shall receive two (2) times the employee’s annual salary and any target bonus earned. | |
| ● | Continued coverage under any health, medical, dental or vision program or policy, in which they were eligible to participate at the time of employment termination, for 12 months. | |
| ● | Provide outplacement services
through one or more outside firms of the employee’s choosing up to an aggregate of $ |
There are no other arrangements or plans in which we provide pension, retirement or similar benefits for any of Executive Officers or Directors.
Litigation
In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable.
NOTE 14 – SUBSEQUENT EVENTS
The Company has evaluated events from June 30, 2025, through the date the financial statements were issued and did not identify any further subsequent events requiring disclosure.
| 16 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is based on, and should be read in conjunction with, the audited financial statements and the notes thereto for the two years ended December 31, 2024, included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 3, 2025. This discussion contains forward-looking statements. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.
Overview
We do not currently have sufficient capital resources to fund operations. To stay in business and to continue the development of our products, we will need to raise additional capital through public or private sales of our securities, debt financing or short-term bank loans, or a combination of the foregoing. We believe that if we can raise $3,700,000, we will have sufficient working capital to develop our business over the next approximately fifteen (15) months. At funding raised that is significantly less than $3,700,000, we can likely continue to develop our business over the same 15-month period, but funding at that level will delay the development of our technology and business.
Bioxytran, Inc. is headquartered in Needham, Massachusetts. The Company’s initial product pipeline is focused on developing and commercializing therapeutic molecules for stroke. BXT-25 will be designed to be an injectable anti-necrosis drug specifically designed to treat a person immediately after that person suffers an ischemic stroke. The drug is designed to be injected intravenously to travel to the lungs to pick up oxygen molecules to carry to the brain. Like a red blood cell, the drug will cross the blood brain barrier, which is a protective semi-permeable membrane allowing some material to cross but preventing others from crossing. BXT-25 will be designed to diffuse oxygen into the brain tissues. We expect the BXT-25 molecule to be 5,000 times smaller than a red blood cell.
Provided that the Company obtain adequate funding, the following future milestones are anticipated:
| ● | On December 2, 2022, India’s Central Drugs Standard Control Organisation (CDSCO) issued an IND with permission to conduct: “A Phase 1b/2a Randomized, Blinded, placebo-controlled Study in Participants with Mild to Moderate COVID-19 to Evaluate the Safety, Efficacy, and Pharmacokinetics of Orally Administered ProLectin-M”. The recruitment for the trial was completed on May 1, 2025. The results from the trial report, including issuance to the CDSCO, is scheduled for publication within the following 90 days. Provided positive trial results, the Company will schedule a Phase 3 clinical trial with the CDSCO. |
| ● | On August 21, 2023, the Company’s IND #153742 under the title “PROTECT: ProLectin-M, a nucleocapsid TErminal GaleCTin antagonist for COVID-19 (PROTECT), a Randomized, Double-blinded Clinical Trial to Evaluate the Efficacy and Safety in Non-Hospitalized Adult Participants with COVID-19” was approved by the FDA, the trial is expected to start in the third quarter of 2025. |
| ● | On January 27, 2023, an additional IND with the CDSCO was issued for ProLectin-I for an “IV treatment of SARS-CoV-2 in hospitalized patients with moderate Covid-19 infections and for Long Covid”, and for ProLectin-F for “treatment of lung-fibrosis as a result of use of ventilator”, the trial is expected to start in the third quarter of 2025. |
| ● | On April 19, 2023, the Company announced that its Acelluar Oxygen Carrier (“AOC”) BXT-25 had been successfully tested in animals. The initial results are very encouraging because they show the non-toxicity of the experimental drug, along with the corresponding full recovery in Swiss Albino mice, in an experiment carried out in a joint venture with NDPD Pharma, Inc. As a next step, the Company intends to proceed with a 14-day repeated dose toxicity study using New Zealand Rabbits and Wistar Rats. |
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. The Company currently has one convertible loan outstanding at a total face value of $805,000 with an accrued interest of $204,911 and a linked derivative debt of $684,002. The remaining debt mounts to $1,066,136 (whereof $502,255 is owed to affiliates with an accrued interest of $22,948). As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $20,239,366 as at June 30, 2025. The accumulated deficit as at December 31, 2024, was $18,921,169.
The future of the Company is dependent upon its ability to obtain financing to develop its new business opportunities and support the cost of the drug development including clinical trials and any regulatory submission to the FDA.
Management plans to seek additional capital through private placements and public offerings of its Common Stock. There can be no assurance that the Company will be successful in accomplishing its objectives. Without such additional capital or the establishment of strategic relationships with established pharmaceutical companies, the Company may be required to cease operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue operations.
| 17 |
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025, AND 2024
We are a clinical stage company. Historically, Bioxytran was engaged in formation, fund raising and identifying and consulting with the scientific community regarding the development, formulation and testing of its products. We are actively engaged in research and development activities through our Subsidiary, Pharmalectin, Inc., developing the ProLectin-Rx.
OPERATING EXPENSES
| ||||||||||||||||
| Research and development | Three months ended | Six months ended | ||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| Process development | $ | — | $ | — | $ | 100,000 | $ | — | ||||||||
| Product development | — | — | (500 | ) | — | |||||||||||
| Regulatory | — | — | — | — | ||||||||||||
| Clinical trials | 102,500 | — | 352,500 | — | ||||||||||||
| Project management | — | — | — | 27,000 | ||||||||||||
| Total research and development | $ | 102,500 | $ | — | $ | 452,000 | $ | 27,000 | ||||||||
| ● | During the three months ended June 30, 2025, the Company recorded $102,500 in clinical trial costs. During the three months ended June 30, 2024, the Company did not record any R&D expenses. |
| ● | During the six months ended June 30, 2025, the Company recorded $452,000 in the development of the AOC. During the six months ended June 30, 2024, the Company recorded $27,000 in R&D expenses. |
| General and Administrative | Three months ended | Six months ended | ||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| Payroll and related expenses | $ | — | $ | 163,031 | $ | 1,284 | $ | 540,153 | ||||||||
| Costs for legal, accounting and other professional services | 30,519 | 61,609 | 85,189 | 63,723 | ||||||||||||
| Costs for professional services affiliates | — | — | 5,000 | — | ||||||||||||
| Promotional expenses | 6,000 | 286,125 | 21,000 | 308,125 | ||||||||||||
| Miscellaneous expenses | 42,996 | 32,866 | 105,685 | 83,614 | ||||||||||||
| Compensation expense affiliates | 25,016 | 10,691 | 41,267 | 179,101 | ||||||||||||
| Compensation expense | 17,048 | 55,000 | 27,795 | 186,835 | ||||||||||||
| Total general and administrative | $ | 121,579 | $ | 609,322 | $ | 287,220 | $ | 1,361,551 | ||||||||
| ● | Payroll and related expenses were $0 for the three months ended June 30, 2025, and $1,284 for the six months ended June 30, 2025, resulting from the Company’s Officers forfeiting payroll of $941,890, whereof $362,931 and $727,110 over the same periods, while $214,780 was accrued in 2024. (See note 7 for more details). For the same periods in 2024, the amount was $163,031 and $540,153, respectively. |
| ● | The Costs for legal, accounting and other professional services for the three and six months ended June 30, 2025, were $30,519 and $85,189 respectively, as compared to $61,609 and $63,723 for the three and six months ended June 30, 2024. The increased costs were a result of a mandated re-audit as a result of the prior auditors SEC suspension. |
| ● | Promotional expenses for the three and six months ended June 30, 2025, were $6,000 and $21,000 respectively, as compared to $286,125 and $308,125 for the three and six months ended June 30, 2024. Most of the Company’s promotional expenses was eliminated as a result of the stocks depressed market price. |
| ● | Miscellaneous G&A expenses during the three and six months ended June 30, 2025, was $42,996 and $105,685, respectively. During the three and six months ended June 30, 2024, was $32,866 and $83,614. |
| ● | Stock-based compensation amounted to $42,064 (of which $25,016 to affiliates) for the three months ended June 30, 2025. The stock-based compensation for the three months ended June 30, 2024, was $65,691 (of which $10,691 to affiliates). Stock-based compensation amounted to $69,062 (of which $41,267 to affiliates) for the six months ended June 30, 2025. Stock-based compensation amounted to $365,936 (of which $186,835 to affiliates) for the six months ended June 30, 2024 resulting from a bonus distribution in the first quarter of 2024. |
| 18 |
| Other expenses | Three months ended | Six months ended | ||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| Gain/Loss of issuance | $ | — | $ | — | $ | — | $ | (235,245 | ) | |||||||
| Change in FV of Derivative | (307,402 | ) | — | 497,350 | — | |||||||||||
| Interest expense | 30,112 | 19,731 | 61,269 | 46,105 | ||||||||||||
| Interest expense affiliates | 15,265 | 1,058 | 15,998 | 2,515 | ||||||||||||
| Debt discount amortization | — | 30,000 | — | 30,000 | ||||||||||||
| Amortization of IP | 2,509 | 1,536 | 4,360 | 3,567 | ||||||||||||
| Total other income (expenses) | $ | (259,516 | ) | $ | 52,325 | $ | 578,977 | $ | (153,058 | ) | ||||||
| ● | During the three months ended June 30, 2025, the interest expense was $45,377 (of which $15,265 were to affiliates), $2,509 was amortized from the Company’s IP and the derivative liability was reduced by $307,402. During the three months ended June 30, 2024, the Company recorded $30,000 in debt discount and the interest expense was $20,789 (of which $1,536 were to affiliates), $1,536 was amortized from the Company’s IP. |
| ● | During the six months ended June 30, 2025, the interest expense was $77,267 (of which $15,998 were to affiliates), the Company amortized $4,360 from the Company’s IP and $30,000 in amortization of debt discount while the derivative liability increased by $497,350. In the same period in 2024 the Company recorded interest expenses of $48,620 (of which 2,515 were to affiliates) and amortized $3,567 in IP and $30,000 in debt discount as well as $348,637 of warrant amortization. The Company also recorded a gain of issuance of $235,245 in a revaluation of debt conversion. |
| Net Loss | Three months ended | Six months ended | ||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| Net profit (loss) attributable to Bioxytran | $ | 35,437 | $ | (661,647 | ) | $ | (1,318,197 | ) | $ | (1,222,169 | ) | |||||
| Loss per Common share, basic and diluted | $ | 0.00 | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | |||||
| Weighted average number of Common shares outstanding, basic | 88,839,723 | 176,605,978 | 88,940,600 | 171,264,464 | ||||||||||||
| ● | The Company generated a net profit for the three months ended June 30, 2025, of $35,437. In comparison, for the three months ended June 30, 2024, the Company generated a net loss of $661,647. The Company generated a net loss for the six months ended June 30, 2025, of $1,318,197. In comparison, for the six months ended June 30, 2024, the Company generated a net loss of $1,222,169. The significant fluctuations in net profit (loss) can be attributed to the Company’s derivative liability. For the three months ended June 30, 2025, the estimated change in fair value reduced the derivative liability by ($307,402), while for the six months ended June 30, 2025, the estimate of the change in fair value increased the derivative liability by $497,350. |
Non-Controlling Interest
|
|
June 30, 2025 | June 30, 2024 | ||||||
| Net loss attributable to the non-controlling interest | $ | — | $ | 13,324 | ||||
| ● | For the six months ended June 30, 2024, there was a non-controlling interest attribution of $13,324, 100% of the subsidiary’s shares were acquired in 2024, why the attribution of $13,324 is for the period prior to the acquisition. |
LIQUIDITY AND CAPITAL RESOURCES
| ||||||||
Cash and Cash Equivalents
|
June 30, 2025 | December 31, 2024 | ||||||
| Cash | $ | 3,144 | $ | 5,154 | ||||
| Total current assets | $ | 3,144 | $ | 5,154 | ||||
| ● | As of June 30, 2025, our current assets consisted of $3,144 in cash. At December 31, 2024 we had $5,154 in cash. |
Current Liabilities
|
June 30, 2025 | December 31, 2024 | ||||||
| Accounts payable and accrued expenses | $ | 688,722 | $ | 271,308 | ||||
| Accounts payable and accrued expenses affiliates | 22,948 | 154,236 | ||||||
| Un-issued shares liability | 15,602 | 91,729 | ||||||
| Un-issued shares liability affiliates | 26,242 | 132,639 | ||||||
| Short term loan affiliates | 502,255 | 241,078 | ||||||
| Short term loan | 38,000 | 48,000 | ||||||
| Convertible notes payable, net of discount | 805,000 | 805,000 | ||||||
| Derivative Liability | 684,002 | 186,652 | ||||||
| Total current liabilities | $ | 2,782,771 | $ | 1,930,642 | ||||
| 19 |
| ● | At June 30, 2025, we had total liabilities of $2,782,771, which consisted of $711,670 in accounts payable and accrued expenses (of which $22,948 was payable to related parties), $41,844 in un-issued shares (of which $26,242 was payable to related parties), and $805,000 in one convertible loan coupled with a derivative liability of $684,002 and $502,255 in a loan from affiliates and $38,000 in other short-term loans. At December 31, 2024, we had total liabilities of $1,930,642, which consisted of $425,544 in accounts payable and accrued expenses (of which $154,236 was payable to related parties), $224,368 in un-issued shares (of which $132,639 was payable to related parties), and $805,000 in one convertible loan coupled with a derivative liability of $186,652 and $241,078 in a loan from affiliates and $48,000 in other short-term loans. |
Net Working Capital and Accumulated Deficit
|
June 30, 2025 | December 31, 2024 | ||||||
| Net working capital | $ | (2,779,627 | ) | $ | (1,925,488 | ) | ||
| Accumulated deficit | $ | (20,239,366 | ) | $ | (18,921,169 | ) | ||
| ● | At June 30, 2025, the net working capital was negative ($2,779,627) and the accumulated deficit of $20,239,366. Comparatively, on December 31, 2024, we had net working capital of negative $1,925,488 and the accumulated deficit of $18,921,169. We believe that we must raise not less than $3,700,000 to be able to continue our business operations for the next 15 months. |
CASH-FLOWS
| ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Net cash used in operating activities | $ | (248,010 | ) | $ | (179,832 | ) | ||
| Net cash used in investing activities | (15,177 | ) | (5,302 | ) | ||||
| Net cash provided by financing activities | 261,177 | 172,570 | ||||||
| Net increase (decrease) in cash | (2,010 | ) | (12,564 | ) | ||||
| Cash, beginning of period | 5,154 | 26,086 | ||||||
| Cash, end of period | $ | 3,144 | $ | 13,522 | ||||
| ● | Net cash used in operating activities was $(248,010) and $(179,832) for the six months ended June 30, 2025, and 2024, respectively. |
| ● | Net cash used in investing activities: In the six months ended June 30, 2025, the Company invested $15,177 in IP filing fees. In the six months ended June 30, 2024, the amount was $5,302. |
| ● | Cash flows from financing activities were 261,177 and $172,570 for the six months ended June 30, 2025, and 2024, respectively. |
| ● | The available cash was $3,144 and $13,522 in the end of the six months ended June 30, 2025, and 2024, respectively. |
Cash Proceeds from Financing Activities
|
June 30, 2025 | June 30, 2024 | ||||||
| Cash proceeds from financing activities | ||||||||
| Proceeds from stock sales | $ | — | $ | 63,000 | ||||
| Proceeds from issuance of convertible notes payable | — | 61,500 | ||||||
| Short-term loans | — | 38,000 | ||||||
| Short-term loans from affiliates | 261,177 | 10,070 | ||||||
| Net cash provided by financing activities | $ | 261,177 | $ | 172,570 | ||||
| ● | During the six months ending June 30, 2025, the Company had not raised any funds, but borrowed $261,177 from its affiliates. During the six months ending June 30, 2024, the Company had raised $63,000 in equity and $61,500 in form of a convertible note and converted $38,000 from accounts payables to short-term debt and also borrowed $10,070 from an affiliate. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of July 2025. |
| 20 |
Upcoming Financing Activities
Despite the ongoing promotional activities, the Company still struggle with a deflated stock price on OTC Markets which makes it very difficult to raise funds without heavily discounting the price and diluting the shareholders. The Company is actively working on finding financing alternatives in order to continue its regulatory approval activities and intends to issue a Private Placement Offering under Regulation D in the order of $2 million in the spring of 2025.
There can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.
COMMITMENTS
We have no current commitment from our Officers and Directors or any of our shareholders, to supplement our operations or provide us with financing in the future. If we are unable to raise additional capital from conventional sources and/or additional sales of stock in the future, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results. In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.
Contractual Obligations
| June 30, 2025 | December 31, 2024 | |||||||
| Interest on notes payable | $ | 204,911 | $ | 143,642 | ||||
| Convertible notes payable | 805,000 | 805,000 | ||||||
| Total | $ | 1,009,911 | $ | 948,642 | ||||
| ● | As at June 30, 2025, our contractual obligations include one convertible note with a principal of $805,000, the accrued interest for these notes mounting to $204,911. As at December 31, 2024, there were four convertible notes with a principal of $805,000, the accrued interest for these notes mounting to $143,642. |
The Company’s Executive Officers have entered employment contracts and confidentiality, non-disclosure and assignment of invention agreements.
On October 28, 2022, the Bioxytran Board of Directors unanimously approved the modification of/amendment of paragraph 8 to the Officers’ Employment Agreements, referring to termination without cause in case of change of control.
The most substantial changes encompass;
| ● | Compensation of three times the annual salary upon the Termination Date, plus any target bonus earned. | |
| ● | Continued coverage under any health, medical, dental or vision program or policy in which they were eligible to participate at the time of your employment termination for 12 months. | |
| ● | Provide outplacement services through one or more outside firms of their choosing up to an aggregate of $50,000. |
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where we pay a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.
We believe that the assumptions and estimates associated with fair value and stock-based compensation to have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on all of our significant accounting policies, see Note 2, “Summary of Significant Accounting Policies,” to our consolidated financial statements included herein.
| 21 |
Stock Based Compensation
The Company has share-based compensation plans under which non-employees, consultants and suppliers may be granted restricted stock, as well as options to purchase shares of Company Common Stock at the fair market value at the time of grant. Stock-based compensation cost is measured by the Company at the grant date, based on the fair value of the award over the requisite service period.
The Company applies ASC 718 for options, Common Stock and other equity-based grants to its employees and Directors. ASC 718 requires measurement of all employee equity-based payment awards using a fair-value method and recording of such expense in the consolidated financial statements over the requisite service period. The fair value concepts have not changed significantly in ASC 718; however, in adopting this standard, companies must choose among alternative valuation models and amortization assumptions. After assessing alternative valuation models and amortization assumptions, the Company will continue using both the Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each separately vesting portion of the grant.
Fair Value
Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 3 is not applicable because we are a smaller reporting company, as defined by § 229.10(f)(1).
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) reviewed the effectiveness of our disclosure controls and procedures as at the end of the period covered by this report and concluded that as at June 30, 2025, (i) the Company’s disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Based on this evaluation, our principal executive officer and principal financial officer concluded as at the evaluation date that our disclosure controls and procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal controls.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
| 22 |
As disclosed in our previous filings, there are material weaknesses in the Company’s internal control over financial reporting due to the fact that the Company does not have an adequate process established to ensure appropriate levels of review of accounting and financial reporting matters, which resulted in our closing process not identifying all required adjustments and disclosures in a timely fashion. The Company’s CEO/CFO has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.
Although the Company has hired a consultant to assist with SEC reporting and accounting matters, we expect that the Company will need to hire accounting personnel with the requisite knowledge to improve the levels of review of accounting and financial reporting matters. The Company may experience delays in doing so and any such additional employees would require time and training to learn the Company’s business and operating processes and procedures. For the near-term future, until such personnel are in place, this will continue to constitute a material weakness in the Company’s internal control over financial reporting that could result in material misstatements in the Company’s financial statements not being prevented or detected.
Because of the above material weakness, management has concluded that we did not maintain effective internal control over financial reporting as of June 30, 2025, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO revised in May 2013.
No Attestation Report by Independent Registered Accountant
The effectiveness of our internal control over financial reporting as of June 30, 2025, has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.
Changes in Internal Controls Over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the six months ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
The Company’s management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
| 23 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company may become involved in certain legal proceedings and claims which arise in the normal course of business.
Item 1A. Risk Factors
Smaller reporting companies are not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no sales of equity securities sold during the period covered by this Report that were not previously included in a Current Report on Form 8-K.
The Company claims an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.
Item 3. Defaults Upon Senior Securities
There are currently no defaults upon Senior Securities.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None
| 24 |
Item 6. Exhibits
| Exhibit No. | Title of Document | |
| 31.1 | * | Certification of Principal Executive and Financial Officers pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended. |
| 32.1 | ** | Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Executive and Financial Officer). |
| 100 | * | The following financial statements from the Quarterly Report on Form 10-Q of BIOXYTRAN, Inc. for the quarter ended June 30, 2025, formatted in XBRL: (i) Condensed Balance Sheets (unaudited), (ii) Condensed Statements of Operations (unaudited), (iii) Condensed Statements of Cash Flows (unaudited), and (iv) Notes to Condensed Financial Statements (unaudited), tagged as blocks of text. |
| 101.INS | * | Inline XBRL Instance Document |
| 101.SCH | * | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | * | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | * | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | * | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | * | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | * | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed as an exhibit hereto. |
| ** | These certificates are furnished to, but shall not be deemed to be filed with, the Securities and Exchange Commission. |
| 25 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| BIOXYTRAN, INC. | ||
| Date: August 11, 2025 | By: | /s/ David Platt |
| David Platt | ||
| Chief Executive Officer | ||
| /s/ Ola Soderquist | ||
| Ola Soderquist | ||
| Chief Financial Officer | ||
| 26 |